AGREEMENT AND PLAN OF MERGER BY AND AMONG MADISON BANCORP, INC. (a Maryland Corporation), CVLY CORP. (a Pennsylvania Corporation) AND CODORUS VALLEY BANCORP, INC. (a Pennsylvania Corporation) DATED AS OF JULY 22, 2014Agreement and Plan of Merger • July 22nd, 2014 • Codorus Valley Bancorp Inc • Savings institution, federally chartered • Pennsylvania
This AGREEMENT AND PLAN OF MERGER, dated as of July 22, 2014 (this “Agreement”), is entered into by and among Codorus Valley Bancorp, Inc., a Pennsylvania corporation (“Parent”), CVLY Corp., a Pennsylvania corporation (“Acquisition Subsidiary”), and Madison Bancorp, Inc., a Maryland corporation (“Company”). Parent is executing this Agreement as the sole shareholder of CVLY Corp. and to signify its agreement to assume the obligations of Parent set forth herein (including, without limitation, the payment of the Merger Consideration). Notwithstanding the foregoing, and any reference herein to Parent as a “party” hereto, and consistent with Section 1922(d) of the Pennsylvania Business Corporation Law of 1988, as amended (“PBCL”), Parent shall not be deemed a “party” to the Merger for purposes of Section 1929 of the PBCL.
